exv4w1






Exhibit 4.1




 

 








DUKE ENERGY OHIO, INC.




(FORMERLY NAMED “THE CINCINNATI GAS & ELECTRIC COMPANY”)




TO




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

AS TRUSTEE




(SUCCESSOR TRUSTEE TO THE BANK OF NEW YORK MELLON

AND TO IRVING TRUST COMPANY)




 






FORTY-FIRST SUPPLEMENTAL INDENTURE




DATED AS OF DECEMBER 17, 2009




TO




FIRST MORTGAGE




DATED AS OF AUGUST 1, 1936




 






Creating First Mortgage Bonds, 2.10% Series, Due June 15, 2013




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE ONE. DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.01. DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE TWO. FIRST MORTGAGE BONDS, 2.10% SERIES, DUE JUNE 15, 2013
	 	 	2	 
	 
	 	 	 	 
	SECTION 2.01. CREATION AND DESIGNATION OF BONDS OF SERIES DUE 2013
	 	 	2	 
	 
	 	 	 	 
	SECTION 2.02. AGGREGATE PRINCIPAL AMOUNT OF BONDS OF SERIES DUE 2013 ISSUABLE
	 	 	2	 
	 
	 	 	 	 
	SECTION 2.03. BOOK-ENTRY SYSTEM
	 	 	3	 
	 
	 	 	 	 
	SECTION 2.04. DATE OF BONDS OF SERIES DUE 2013
	 	 	6	 
	 
	 	 	 	 
	SECTION 2.05. MATURITY DATES, INTEREST RATES, INTEREST PAYMENT DATES AND
REGULAR RECORD DATES FOR BONDS OF SERIES DUE 2013
	 	 	6	 
	 
	 	 	 	 
	SECTION 2.06. PLACE AND MANNER OF PAYMENT OF BONDS OF SERIES DUE 2013
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.07. DENOMINATIONS AND NUMBERING OF DEFINITIVE BONDS OF SERIES DUE 2013
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.08. TEMPORARY BONDS OF SERIES DUE 2013 AND EXCHANGE THEREOF
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.09. REDEMPTION PROVISIONS OF THE BONDS OF SERIES DUE 2013
	 	 	7	 
	 
	 	 	 	 
	SECTION 2.10. FORM OF THE BONDS OF SERIES DUE 2013
	 	 	9	 
	 
	 	 	 	 
	ARTICLE THREE. MISCELLANEOUS
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.01. INDENTURE RATIFIED AND CONFIRMED
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.02. EXECUTION IN COUNTERPARTS
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.04. SUCCESSORS AND ASSIGNS
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.05. SEPARABILITY CLAUSE
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.06. BENEFITS OF INDENTURE
	 	 	14	 
	 
	 	 	 	 
	SECTION 3.07. GOVERNING LAW
	 	 	15	 
	 
	 	 	 	 
	SECTION 3.08. TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.
	 	 	15	 







 











 





     FORTY-FIRST SUPPLEMENTAL INDENTURE, dated as of December 17, 2009, between DUKE ENERGY OHIO,
INC. (hereinafter sometimes referred to as the “Company”), a corporation organized and existing
under the laws of the State of Ohio, formerly named The Cincinnati Gas & Electric Company, and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, and the successor
trustee to The Bank of New York Mellon and Irving Trust Company (hereinafter sometimes referred to
as the “Trustee”), whose mailing address is 525 Vine Street, Suite 900, Cincinnati, Oh 45202.



RECITALS OF THE COMPANY




     The Indenture, dated as of August 1, 1936 (the “Original Indenture”) was authorized, executed
and delivered by the Company to provide for the issuance from time to time of its bonds, to be
issued in one or more series as contemplated therein, and to provide security for the payment of
the principal of and premium, if any, and interest, if any, on the bonds.



     The Company has heretofore executed and delivered to the Trustee forty supplemental indentures
for the purposes recited therein, including creating series of Securities and otherwise amending,
restating and supplementing the Original Indenture (the Original Indenture, as so amended, restated
and supplemented, being hereinafter called the “Indenture”).



     The Company, by appropriate corporate action in conformity with the terms of the Indenture,
has duly determined to make, execute and deliver to the Trustee this Forty-first Supplemental
Indenture to the Indenture as permitted by Sections 2.01, 3.01, 13.01 and 16.02 of the Indenture in
order to establish the form or terms of, and to provide for the creation and issuance of, a new
series of Securities under the Indenture in an aggregate principal amount of $250,000,000 to be
designated as “First Mortgage Bonds, 2.10% Series, Due June 15, 2013”) (hereinafter referred to as
the “Bonds of Series Due 2013”).



     All things necessary to make the Bonds of Series Due 2013 herein described, when duly
authenticated by the Trustee and issued by the Company, valid, binding, and legal obligations of
the Company, and to make this Forty-first Supplemental Indenture a valid and binding agreement
supplemental to the Indenture, have been done and performed.



THIS FORTY-FIRST SUPPLEMENTAL INDENTURE WITNESSETH:




     In consideration of the premises and of the acceptance and purchase of the Bonds of Series Due
2013, the Company hereby covenants and agrees to and with the Trustee as follows:



 [The remainder of this page has been left blank intentionally.]




 









 








ARTICLE ONE.




DEFINITIONS




SECTION 1.01. DEFINITIONS.




     Each capitalized term that is used herein and is defined in the Indenture shall have the
meaning specified in the Indenture unless such term is otherwise defined herein.



ARTICLE TWO.




FIRST MORTGAGE BONDS, 2.10% SERIES, DUE JUNE 15, 2013




SECTION 2.01. CREATION AND DESIGNATION OF BONDS OF SERIES DUE 2013.




     There is hereby created a series of Securities to be issued under and secured by the
Indenture, to be designated as “First Mortgage Bonds, 2.10% Series, Due June 15, 2013 (herein
sometimes referred to as the “Bonds of Series Due 2013”).



SECTION 2.02. AGGREGATE PRINCIPAL AMOUNT OF BONDS OF SERIES DUE 2013 ISSUABLE.




     (a) The principal amount of Bonds of Series Due 2013 which may be authenticated and delivered
hereunder is limited to the aggregate principal amount of Two Hundred Fifty Million Dollars
($250,000,000) (except for Bonds of Series Due 2013 authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Bonds of Series Due 2013 pursuant to
Section 3.04, 3.05, 3.06, 5.06 or 13.06 of the Indenture and except for any Bonds of Series Due
2013 which, pursuant to Section 3.03 of the Indenture, are deemed never to have been authenticated
and delivered hereunder).



     (b) The Bonds of Series Due 2013 in the aggregate principal amount of Two Hundred Fifty
Million Dollars ($250,000,000) may at any time subsequent to the execution hereof be executed by
the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered
(either before or after the recording hereof) upon the basis of Property Additions issued and
delivered to the Trustee for such purpose, pursuant to a Company Order referred to in Section 16.02
of the Indenture and upon receipt by the Trustee of the opinions and other documents required by
said Section 16.02.



-2-









 





SECTION 2.03. BOOK-ENTRY SYSTEM.



     The following provisions shall apply to the Bonds of Series Due 2013.



     (a) The Bonds of Series Due 2013 shall be issued in fully registered form only. However,
except as provided elsewhere in this Section, the registered owner of all of the Bonds of Series
Due 2013 initially shall be The Depository Trust Company (“DTC”) or its nominee, and such Bonds of
Series Due 2013 initially shall be registered in the name of DTC or its nominee. Payment of the
principal or Redemption Price of or interest on Bonds of Series Due 2013 registered in the name of
DTC or its nominee shall be made in the manner specified in DTC’s rules and by-laws. DTC (and any
successor securities depository) and its (or their) participating institutions (collectively
“Participants”) shall maintain a book-entry registration and transfer system with respect to
ownership of beneficial interests in the Bonds of Series Due 2013 (the “Book-Entry System”).



     (b) The Bonds of Series Due 2013 initially shall be issued in the form of one or more
authenticated, fully registered bonds for such series (each a “Global Security”) which (i) need not
be in the form of a lithographed or engraved certificate, but may be typewritten or printed on
ordinary paper or such paper as the Trustee may reasonably request, (ii) shall represent and be
denominated in an amount equal to 100% of the aggregate principal amount of the Bonds of Series Due
2013 issued under the Indenture and this Forty-first Supplemental Indenture, (iii) shall be
executed by the Company and authenticated by the Trustee in accordance with the provisions of the
Indenture and this Forty-first Supplemental Indenture, (iv) shall be registered in the name of DTC
or its nominee, and delivered to DTC or its nominee or a custodian therefor, and (v) shall contain
the following legend on the face thereof:




Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (“DTC”), to issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
holder hereof, Cede & Co., has an interest herein.



     Unless and until it is exchanged in whole or in part for Bonds of Series Due 2013 in
definitive certificated form, each Global Security representing the Bonds of Series Due 2013 may
not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC



-3-









 







to DTC or
another nominee of DTC or by DTC or any such nominee to a successor securities depository or a
nominee of any such successor securities depository.



     (c) The Trustee and the Company may treat DTC or its nominee, or any successor securities
depository or nominee thereof (collectively, the “Depository”) as the sole and exclusive owner of
the Bonds of Series Due 2013, registered in its name for the purposes of payment of the principal
or Redemption Price of or interest on the Bonds of Series Due 2013, giving any notice permitted or
required to be given to Holders of the Bonds of Series Due 2013, under the Indenture or this
Forty-first Supplemental Indenture, registering the transfer of the Bonds of Series Due 2013,
obtaining any consent or other action to be taken by Holders of the Bonds of Series Due 2013, and
for all other purposes whatsoever and neither the Trustee nor the Company shall be affected by any
notice to the contrary. Neither the Company nor the Trustee nor any Security Registrar nor any
Paying Agent shall have any responsibility or obligation to any Participant, any Person claiming a
beneficial ownership interest in the Bonds of Series Due 2013 under or through the Depository or
any Participant, or any other Person which is not shown on the Security Register as being a Holder
of the Bonds of Series Due 2013 with respect to (i) the accuracy of any records maintained by the
Depository or any Participant; (ii) the payment by the Depository to any Participant of any amount
in respect of the principal or Redemption Price of or interest on the Bonds of Series Due 2013;
(iii) the payment by any Participant to any owner of a beneficial ownership interest in the Bonds
of Series Due 2013, in respect of the principal or Redemption Price of or interest on the Bonds of
Series Due 2013 or (iv) any consent or other action taken by the Depository as owner of the Bonds
of Series Due 2013. The Trustee shall pay all principal or Redemption Price of and interest on the
Bonds of Series Due 2013 only to or upon the order of the registered Holder or Holders of the Bonds
of Series Due 2013, as shown on the Security Register, and all such payments shall be valid and
effective to fully satisfy and discharge the Company’s obligations with respect to the principal or
Redemption Price of and interest on the Bonds of Series Due 2013, to the extent of the sum or sums
so paid. Except as hereinafter provided, no Person other than a Holder of the Bonds of Series Due
2013, as shown on the Security Register, shall receive an authenticated Bond evidencing the
obligation of the Company to make payment of the principal or Redemption Price of and interest on
the Bonds of Series Due 2013, pursuant to the Indenture or this Forty-first Supplemental Indenture.
Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to
substitute a new nominee for Cede & Co, and subject to the provisions of the Indenture, the word
“Cede & Co.”, as used in this Forty-first Supplemental Indenture, shall refer to each new nominee
of DTC.



     (d) In the event that after the occurrence of an Event of Default that has not been cured or
waived, holders of a majority in aggregate principal amount of the beneficial interests in the
Bonds of Series Due 2013, as reflected in the books and records of the Depository, notify the
Trustee, through the Depository or any Participant, that the continuation of the Book-Entry



-4-









 







System is no longer in the best interests of such holders of beneficial interests in the Bonds of such
Series, then the Trustee shall notify the Depository and the Company, and the Depository will
notify the Participants of the availability through the Depository of definitive certificated Bonds
of such Series. In such event, the Company shall execute, and the Trustee, upon receipt of a
Company Order, for the authentication and delivery of definitive certificated Bonds of
Series Due 2013, will authenticate and deliver Bonds of such Series in definitive certificated
form, in any authorized denominations, all pursuant to the provisions of the Indenture and this
Forty-first Supplemental Indenture, to the Person or Persons specified to the Trustee in writing by
the Depository in the aggregate principal amount of the applicable Global Security or Securities
and in exchange for such Global Security or Securities.



     (e) If at any time the Depository notifies the Company that it is unwilling or unable to
continue as Depository for the Bonds of Series Due 2013, or if at any time the Depository shall no
longer be registered as a clearing agency in good standing under the Exchange Act or other
applicable statute or regulation, the Company may appoint a successor Depository with respect to
the Bonds of such Series. If a successor Depository for the Bonds of such Series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such
condition, the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive certificated Bonds of Series Due 2013, will authenticate
and deliver Bonds of such Series in definitive certificated form, in any authorized denominations,
all pursuant to the provisions of the Indenture and this Forty-first Supplemental Indenture, to the
Person or Persons specified to the Trustee in writing by the Depository in the aggregate principal
amount of the applicable Global Security or Global Securities and in exchange for such Global
Security or Global Securities.



     (f) The Company may at any time and in its sole discretion and subject to the procedures of
the Depository determine that the Bonds of Series Due 2013 shall no longer be represented by a
Global Security or Global Securities. In such event the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive certificated
Bonds of Series Due 2013, will authenticate and deliver Bonds of Series Due 2013 in definitive
certificated form, in any authorized denominations, all pursuant to the provisions of the Indenture
and this Forty-first Supplemental Indenture, to the Person or Persons specified to the Trustee in
writing by the Depository in the aggregate principal amount of the Global Security or Global
Securities and in exchange for such Global Security or Global Securities.



     (g) Upon the exchange of any Global Security for the Bonds of Series Due 2013 in definitive
certificated form, in authorized denominations, the Global Security or Global Securities shall be
cancelled by the Trustee.



-5-









 





     (h) Whenever the Depository requests the Company and the Trustee to do so, the Trustee and the
Company will cooperate with the Depository in taking appropriate action after reasonable notice to
(i) make available one or more separate Global Securities evidencing the Bonds of Series Due 2013
to any Participant having such Bonds of Series Due 2013 credited to its account at the Depository,
or (ii) arrange for another Depository to maintain custody of the Global Security or Securities
evidencing the Bonds of Series Due 2013.



     (i) In connection with any notice or other communication to be provided to Holders of the
Bonds of Series Due 2013 pursuant to the Indenture or this Forty-first Supplemental Indenture by
the Company or the Trustee with respect to any consent or other action to be taken by Holders of
such Bonds of Series Due 2013, the Company or the Trustee, as the case may be, shall establish a
record date for such consent or other action and give the Depository notice of such record date not
less than 15 calendar days in advance of such record date to the extent possible. Such notice to
the Depository shall be given only so long as a Depository or its nominee is the sole Holder of the
Bonds of Series Due 2013.



SECTION 2.04. DATE OF BONDS OF SERIES DUE 2013.




     Each Bond of Series Due 2013 issued prior to the first Interest Payment Date therefor shall be
dated as of December 17, 2009, and otherwise shall be dated as provided in Section 3.03 of the
Indenture.



SECTION 2.05. MATURITY DATES, INTEREST RATES, INTEREST PAYMENT DATES AND REGULAR RECORD DATES FOR
BONDS OF SERIES DUE 2013.




     All Bonds of Series Due 2013 shall be due and payable on June 15, 2013, and shall bear
interest from December 17, 2009 or the last date to which interest has been paid or duly provided
for at the rate of 2.10% per annum, payable semi-annually on the fifteenth day of June and December
in each year, commencing June 15, 2010 (each such date being an Interest Payment Date for Bonds of
Series Due 2013).



     Subject to certain exceptions provided in the Indenture or this Forty-first Supplemental
Indenture, the interest payable on any Interest Payment Date for Bonds of Series Due 2013 shall be
paid to the Person in whose name a Bond of Series Due 2013 shall be registered at the close of
business on the Regular Record Date for the Bonds of Series Due 2013 (as defined in the form of the
Bonds of Series Due 2013 set forth in Section 2.10) or, in the case of any Defaulted Interest
therefor, in the manner and to the Person as provided in Section 3.07 of the Indenture. If any
Interest Payment Date for Bonds of Series Due 2013 should fall on a day that is not a Business Day,
then the interest payment shall be made on the next succeeding Business Day and no interest shall
accrue for the intervening period with respect to the payment so deferred.



-6-









 





SECTION 2.06. PLACE AND MANNER OF PAYMENT OF BONDS OF SERIES DUE 2013.




     Subject to agreements with or the rules of the Depository or any successor book-entry security
system or similar system with respect to Global Securities, the principal or Redemption Price of
and interest on the Bonds of Series Due 2013 shall be payable in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts, at the office or agency of the Company in Cincinnati, Ohio, or, at the option of the
Holder thereof, at the office or agency of the Company in the Borough of Manhattan, the City of New
York, State of New York, except that interest on the Bonds of Series Due 2013 may be paid, at the
option of the Company, by check or draft mailed to the address of the Person entitled thereto as it
appears on the Security Register.



SECTION 2.07. DENOMINATIONS AND NUMBERING OF DEFINITIVE BONDS OF SERIES DUE 2013.




     Definitive Bonds of Series Due 2013 shall be issuable in denominations of $2,000 and multiples
of $1,000 in excess thereof, numbered consecutively from “R-1” upward.



SECTION 2.08. TEMPORARY BONDS OF SERIES DUE 2013 AND EXCHANGE THEREOF.




     Pursuant to the provisions of Section 3.04 of the Indenture, Bonds of Series Due 2013 may be
issued in temporary form, and if temporary bonds be issued, the Company shall, with all reasonable
dispatch, at its own expense and without charge to the holders of the temporary bonds, prepare and
execute definitive Bonds of Series Due 2013 and exchange the temporary bonds for such definitive
bonds in the manner provided for in said Section, provided, however, no presentation or surrender
of temporary Bonds of Series Due 2013 shall be necessary in order for the Holders entitled to
interest thereon to receive such interest.



SECTION 2.09. REDEMPTION PROVISIONS OF THE BONDS OF SERIES DUE 2013.




     (a) The Bonds of Series Due 2013 may be redeemed at the option of the Company, as a whole or
in part at any time, at a Redemption Price equal to the greater of (1) 100% of the principal amount
of the Bonds of Series Due 2013 to be redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to
the Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 0.15% (15 basis points), plus,
in each case, accrued interest to the Redemption Date. For the avoidance of doubt, interest that is
due and payable on an Interest Payment Date for the Bonds of Series Due 2013 falling on or prior to
a Redemption Date therefor will be payable on such



-7-









 







Interest Payment Date in accordance with the
Bonds of Series Due 2013 and this Indenture. The Company shall notify the Trustee of the
Redemption Price with respect to any redemption
pursuant to this paragraph promptly after the calculation thereof. The Trustee shall not be
responsible for calculating said Redemption Price.



     (b) For purposes of this Section, except as otherwise expressly provided or unless the context
otherwise requires:



     “Business Day” means any day other than a day on which banks in New York City are required or
authorized to be closed.



     “Comparable Treasury Issue” means the United States Treasury security or securities selected
by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining
term of the Bonds of Series Due 2013 to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of the Bonds of Series Due 2013.



     “Comparable Treasury Price” means, with respect to any Redemption Date for the Bonds of Series
Due 2013, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of
all such quotations.



     “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.



     “Reference Treasury Dealer” means each of Barclays Capital Inc. and RBS Securities Inc., plus
three other financial institutions appointed by the Company at the time of any redemption or their
affiliates which are primary U.S. Government securities dealers, and their respective successors;
provided, however, that if any of the foregoing or their affiliates shall cease to be a primary
U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by the Reference Treasury Dealers at 3:30 p.m.,
New York time, on the third Business Day preceding such Redemption Date.



-8-









 





     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.



     (c) Notice of any redemption by the Company will be mailed at least thirty (30) days but not
more than sixty (60) days before any Redemption Date to each Holder of Bonds of Series Due 2013 to
be redeemed. If less than all the Bonds of Series Due 2013 are to be redeemed at the option of the
Company, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Bonds
of Series Due 2013 to be redeemed in whole or in part.



     (d) Unless the Company defaults in payment of the Redemption Price therefor, on and after any
Redemption Date therefor, interest will cease to accrue on the Bonds of Series Due 2013 or portions
thereof called for redemption.



     (e) The Company shall indemnify and hold harmless the Trustee from any and all losses, costs,
damages, expenses, fees (including reasonable attorneys’ fees), court costs, judgments, penalties,
obligations, suits, disbursements and liabilities of any kind or character whatsoever which may at
any time be imposed upon, incurred by or asserted against the Trustee by reason of or arising out
of or caused, directly or indirectly, by any act or omission of the Trustee with respect to this
Section 2.09, except for such that would arise out of the gross negligence, willful misconduct or
bad faith of the Trustee and except for costs and expenses arising in the ordinary course of the
Trustee’s business.



SECTION 2.10. FORM OF THE BONDS OF SERIES DUE 2013.




     The Bonds of Series Due 2013 and the Trustee’s certificate to be endorsed thereon shall be
substantially in the following form:



[The remainder of this page has been left blank intentionally.]




-9-









 








(Form of Bond of Series Due 2013)




[Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered holder hereof, Cede & Co., has an interest herein.]1



			
	 	 	 
	No. R-

CUSIP No: 26442E AB 6

ISIN: US26442EAB65
	 	$                    






Duke Energy Ohio, Inc.

First Mortgage Bond, 2.10% Series,

Due June 15, 2013




     Duke Energy Ohio, Inc., an Ohio corporation (hereinafter called the “Company”), for value
received, hereby promises to pay to                     , or registered assigns, the principal sum of
                                         Dollars ($        ) on the fifteenth day of June, 2013 and to pay interest
on said sum from December 17, 2009 or from the most recent date to which interest has been paid or
duly provided for, until said principal sum is paid or made available for payment, at the rate of
2.10% per annum, payable semi-annually on the fifteenth day of June and December in each year,
commencing June 15, 2010 (each such date herein called an “Interest Payment Date”). The principal
of and premium, if any, and interest on this bond shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the payment of public and
private debts at the office or agency of the Company in Cincinnati, Ohio, or, at the option of the
registered owner hereof, at the office or agency of the Company in the Borough of Manhattan, the
City of New York, State of New York, except that interest on this bond may be paid, at the option
of the Company, by check or draft mailed to the address of the Person entitled thereto as it
appears on the Security Register.



     This bond is one of the Securities of the Company issued and to be issued from time to time
under and in accordance with and all secured by a First Mortgage Indenture, dated as of August 1,
1936, from the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee
(which indenture as amended and as amended and restated by all supplemental





 




			
	1	 	This should be included only if the Bonds of Series
Due 2013 are being issued in global form.




-10-









 









indentures is
hereinafter referred to as the “Indenture”). Said Trustee or its successor in trust under the
Indenture is hereinafter sometimes referred to as the “Trustee.” Reference is hereby
made to the Indenture for a description of the property mortgaged and pledged and the nature
and extent of the security for said Securities. Capitalized terms not otherwise defined herein have
the meanings specified therefor in the Indenture. By the terms of the Indenture, the Securities
secured thereby are issuable in series which may vary as to date, amount, date of maturity, rate of
interest and in other respects as in the Indenture provided.




     This bond is one of a series designated as “First Mortgage Bonds, 2.10% Series, Due June 15,
2013” (hereinafter referred to as the “Bonds of Series Due 2013”) of the Company issued under and
secured by the Indenture and created by a Forty-first Supplemental Indenture, dated as of December
17, 2009.



     Subject to certain exceptions provided in the Indenture, the interest payable on any Interest
Payment Date shall be paid to the Person in whose name this bond shall be registered at the close
of business on the Regular Record Date (hereinafter defined) or, in the case of Defaulted Interest
therefor, in the manner and to the person as provided in the Indenture. If any Interest Payment
Date should fall on a day that is not a Business Day, then the interest payment shall be made on
the next succeeding Business Day and no interest shall accrue for the intervening period with
respect to the payment so deferred.



     The term “Regular Record Date” shall mean, with respect to any Interest Payment Date for any
Bonds of Series Due 2013, the close of business on the fifteenth (15th) calendar day next preceding
the respective Interest Payment Date (whether or not a Business Day); provided, however, that so
long as the Bonds of Series Due 2013 are held by a Depository in the form of one or more Global
Securities, the Regular Record Date with respect to each Interest Payment Date will be the close of
business on the Business Day before the applicable Interest Payment Date.



     The Bonds of Series Due 2013 may be redeemed at the option of the Company, as a whole or in
part at any time, at a Redemption Price equal to the greater of (1) 100% of the principal amount of
the Bonds of Series Due 2013 to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of interest accrued to the
Redemption Date), discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 0.15% (15 basis points), plus, in the
case of each of clause (1) and (2), accrued and unpaid interest, if any, to the Redemption Date.
For the avoidance of doubt, interest that is due and payable on an Interest Payment Date falling on
or prior to a Redemption Date therefor will be payable on such Interest Payment Date in accordance
with the Bonds of Series Due 2013 and the Indenture.



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     Notice of any redemption by the Company will be mailed at least thirty (30) days but not more
than sixty (60) days before any Redemption Date to each Holder of Bonds of Series Due 2013 to be
redeemed. If less than all the Bonds of Series Due 2013 are to be redeemed at the
option of the Company, the Trustee shall select, in such manner as it shall deem fair and
appropriate, the Bonds of Series Due 2013 to be redeemed..



     The Bonds of Series Due 2013 are not otherwise redeemable prior to their maturity.



     Unless the Company defaults in payment of the Redemption Price, on and after any Redemption
Date for the Bonds of Series Due 2013, interest will cease to accrue on the Bonds of Series Due
2013 or portions thereof called for redemption.



     In the case of any of certain Events of Default specified in the Indenture, the principal of
this bond may be declared or may become due and payable prior to the stated date of maturity hereof
in the manner and with the effect provided in the Indenture.



     No recourse shall be had for the payment of the principal or Redemption Price of or interest
on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, to
or against any incorporator, shareholder, officer or director, past, present or future, of the
Company or of any predecessor or successor company, either directly or through the Company or such
predecessor or successor company, under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability of incorporators,
shareholders, directors and officers being waived and released by the registered owner hereof by
the acceptance of this bond and being likewise waived and released by the terms of the Indenture.



     The Bonds of Series Due 2013 are issuable only in registered form without coupons. This bond
is transferable by the registered owner hereof, in person or by an attorney duly authorized, at the
Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A., the Trustee, or its
successor in trust under the Indenture, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, the City of New York, State of New York, upon
the surrender and cancellation of this bond, and upon any such transfer a new registered Security
or Securities of the same series and maturity date and for the same aggregate principal amount will
be issued to the transferee in exchange herefor.



     The Bonds of Series Due 2013 are issuable in denominations of $2,000 and multiples of $1,000
in excess thereof. In the manner and subject to the limitations provided in the Indenture, Bonds of
Series Due 2013 are exchangeable as between authorized denominations, upon presentation thereof for
such purpose by the registered owner, at the Corporate Trust Office of



-12-









 







The Bank of New York Mellon
Trust Company, N.A., the Trustee, or its successor in trust under the Indenture, or, at the option
of the registered owner, at the office or agency of the Company in the Borough of Manhattan, the
City of New York, State of New York.



     No service charge will be made for any transfer or exchange of this bond, but the Company may
require a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.



     This bond shall not be valid or become obligatory for any purpose unless and until it shall
have been authenticated by the execution by the Trustee, or its successor in trust under the
Indenture, of the certificate endorsed hereon.



     In Witness Whereof, Duke Energy Ohio, Inc. has caused this bond to be executed in its
name by the manual or facsimile signature of an Authorized Officer.


Dated as of:




	 	 	 	 	 
	 	Duke Energy Ohio, Inc.

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company, N.A., as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



 [End of Article Two.]





-13-












 





ARTICLE THREE.




MISCELLANEOUS




SECTION 3.01. INDENTURE RATIFIED AND CONFIRMED.




     The Indenture, as supplemented by this Forty-first Supplemental Indenture, is in all respects
ratified and confirmed and shall be read, taken and construed as one and the same instrument.



SECTION 3.02. EXECUTION IN COUNTERPARTS




     This Forty-first Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



SECTION 3.03. EFFECT OF HEADINGS AND TABLE OF CONTENTS.




     The Article and Section headings in this Forty-first Supplemental Indenture and the Table of
Contents are for convenience only and shall not affect the construction hereof.



SECTION 3.04. SUCCESSORS AND ASSIGNS.




     All covenants and agreements in this Forty-first Supplemental Indenture by the Company and the
Trustee shall bind their respective successors and assigns, whether so expressed or not.



SECTION 3.05. SEPARABILITY CLAUSE.




     In case any provision in this Forty-first Supplemental Indenture shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



SECTION 3.06. BENEFITS OF INDENTURE.




     Nothing in this Forty-first Supplemental Indenture or the Bonds of Series Due 2013, express or
implied, shall give to any Person, other than the parties hereto, their successors hereunder and
the Holders of any Bonds of Series Due 2013, any benefit or any legal or equitable right, remedy or
claim under this Forty-first Supplemental Indenture.



-14-









 





SECTION 3.07. GOVERNING LAW.




     This Forty-first Supplemental Indenture and the Bonds of Series Due 2013 shall be governed by
and construed in accordance with the laws of the State of Ohio, except (a) to the extent that the
Trust Indenture Act shall be applicable, and (b) that the rights, duties, obligations, privileges,
immunities and standard of care of the Trustee shall be governed by the laws of the State of New
York.



SECTION 3.08. TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.




     The recitals contained herein are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Forty-first Supplemental
Indenture.



 






[Execution pages follow.]




-15-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Forty-first Supplemental Indenture to
be duly executed as of the day and year first above written.



	 	 	 	 	 
	 	Duke Energy Ohio, Inc.

 	 
	 	By  	/s/ M. Allen Carrick
 	 
	 	 	M. Allen Carrick 	 
	 	 	Assistant Treasurer 	 



-16-









 






	 	 	 	 	 



	 	 	 	 	 
	 	The Bank of New York Mellon Trust

Company, N.A., as Trustee

 	 
	 	By  	/s/ Theresa Crawford
 	 
	 	 	Theresa Crawford 	 
	 	 	Senior Associate 	 



-17-









 






	 	 	 	 	 



	 	 	 
	State of North Carolina

	 	)
	 

	 	) ss:
	County of Mecklenburg 

	 	)






     Be It Remembered, that on this 16th day of December, 2009, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly commissioned and
qualified, personally appeared M. Allen Carrick, personally known to me to be the same person whose
name is subscribed to the foregoing instrument, and personally known to me to be an Assistant
Treasurer of Duke Energy Ohio, Inc., an Ohio corporation, and acknowledged that he signed and
delivered said instrument as his free and voluntary act as such Assistant Treasurer, and as the
free and voluntary act of said Duke Energy Ohio, Inc., for the uses and purposes therein set forth;
in pursuance of the power and authority granted to him by resolution of the Board of Directors of
said Company.



     In Witness Whereof, I have hereunto set my hand and affixed my notarial seal the day
and year aforesaid.



(Notarial Seal)




	 	 	 	 	 
	 	 	 
	 	            /s/ Phoebe P. Elliott
 	 
	 	Notary Public 	 
	 	 	 
	 	Name: Phoebe P. Elliott

Commission Expiration: June 26, 2011 	 



-18-









 






	 	 	 	 	 



	 	 	 	 	 
	State of Ohio

	 	)
	 

	 	) ss:

	County of Hamilton

	 	)






     Be It Remembered, that on this 15th day of December, 2009, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly commissioned and
qualified, personally appeared Theresa Crawford, personally known to me to be the same person whose
name is subscribed to the foregoing instrument, and personally known to me to be a Senior Associate
of The Bank of New York Mellon Trust Company, N.A., a national banking association, and
acknowledged that she signed and delivered said instrument as her free and voluntary act as such
Senior Associate, and as the free and voluntary act of said The Bank of New York Mellon Trust
Company, N.A., for the uses and purposes therein set forth; in pursuance of the power and authority
granted to her by the bylaws of said association.



     In Witness Whereof, I have hereunto set my hand and affixed my notarial seal the day
and year aforesaid.



(Notarial Seal)




	 	 	 	 	 
	 	 	 
	 	            /s/ Jacqueline M. Dever
 	 
	 	Notary Public 	 
	 	 	 
	 	Name:  Jacqueline M. Dever

Commission Expiration: 10-08-2013 	 



-19-









 






	 	 	 	 	 



This instrument was prepared by:




Bradley C. Arnett, Esq.

Frost Brown Todd LLC

2200 PNC Center

201 East Fifth Street

Cincinnati, Ohio 45202